| CUSIP No. | 81762P102 |
| 1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
| LUDDY FREDERIC B | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) | ||||
| (a) o | |||||
| (b) o | |||||
| 3 | SEC USE ONLY | ||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
| U.S.A. | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE VOTING POWER | |||
| 274,430 (1) | |||||
| 6 | SHARED VOTING POWER | ||||
| 4,971,588 (2) | |||||
| 7 | SOLE DISPOSITIVE POWER | ||||
| 274,430 (1) | |||||
| 8 | SHARED DISPOSITIVE POWER | ||||
| 4,971,588 (2) | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
| 5,296,418 (3) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
| o | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
| 3.3 (4)% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
| IN | |||||
FOOTNOTES | |||||
| (1) Includes 1,587 shares of common stock held directly by the Reporting Person. Also includes 240,000 shares subject to options and 32,843 shares subject to restricted stock units held by the Reporting Person that are exercisable within 60 days of December 31, 2015.
(2) Includes 4,276,588 shares of common stock held by the Frederic B. Luddy Family Trust and 695,000 shares of common stock held by The Luddy Family 2011 Dynasty Trust, of which the Reporting Person may be deemed to have voting or dispositive power. (3) Includes 22,400 shares held by the Reporting Person’s spouse and 28,000 shares held by the Genta A. Luddy Irrevocable Trust, over which the Reporting Person has no voting or dispositive power. (4) Based on 160,785,764 shares of common stock outstanding as of December 31, 2015, as reported by the Issuer to the Reporting Person, plus the number of shares of stock options held by the Reporting Person, which are treated as converted into common stock only for the purpose of computing the percentage ownership of the Reporting Person. | |||||
(a) | Name
of Issuer |
ServiceNow, Inc. |
(b) | Address
of Issuer’s Principal Executive Offices |
2225 Lawson Lane
Santa Clara, CA 95054 |
(a) | Name
of Person Filing |
LUDDY FREDERIC B |
(b) | Address
of Principal Business Office or, if none, Residence |
c/o ServiceNow, Inc.
4810 Eastgate Mall San Diego, CA 92121 |
(c) | Citizenship |
U.S.A. |
(d) | Title
of Class of Securities |
Common Stock |
(e) | CUSIP
Number |
81762P102 |
Item
3. | If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a: |
(a) | o | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o). |
(b) | o | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). |
(c) | o |
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
|
(d) | o | Investment
company registered under section 8 of the Investment Company Act of 1940 (15
U.S.C 80a-8). |
(e) | o | An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
(f) | o | An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F); |
(g) | o | A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G); |
(h) | o | A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813); |
(i) | o | A
church plan that is excluded from the definition of an investment company under
section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
(j) | o | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). |
(k) | o |
A group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify
the type of institution:
|
Item
4. | Ownership. |
(a) |
Amount beneficially owned:
5,296,418 |
(b) |
Percent of class: 3.3% |
(c) | Number
of shares as to which the person has: |
(i) |
Sole power to vote or to direct the vote:
274,430 |
(ii) |
Shared power to vote or to direct the vote:
4,971,588 |
(iii) |
Sole power to dispose or to direct the disposition of:
274,430 |
(iv) |
Shared power to dispose or to direct the disposition of:
4,971,588 |
Item
5. | Ownership
of Five Percent or Less of a Class |
Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Item
7. | Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company |
Item
8. | Identification
and Classification of Members of the Group |
Item
9. | Notice
of Dissolution of Group |
Item
10. | Certification |
| Not applicable. |
Date:
February 16, 2016 | By:
| /s/ Fred Luddy | |
| Name: Fred Luddy | |||
Footnotes: | Item 4(a): Includes 22,400 shares held by the Reporting Person’s spouse and 28,000 shares held by the Genta A. Luddy Irrevocable Trust, over which the Reporting Person has no voting or dispositive power.
Item 4(b): Based on 160,785,764 shares of common stock outstanding as of December 31, 2015, as reported by the Issuer to the Reporting Person, plus the number of shares of stock options held by the Reporting Person, which are treated as converted into common stock only for the purpose of computing the percentage ownership of the Reporting Person. Items 4(c)(i) and 4(c)(iii): Includes 1,587 shares of common stock held directly by the Reporting Person. Also includes 240,000 shares subject to options and 32,843 shares subject to restricted stock units held by the Reporting Person that are exercisable within 60 days of December 31, 2015. Items 4(c)(ii) and 4(c)(iv): Includes 4,276,588 shares of common stock held by the Frederic B. Luddy Family Trust and 695,000 shares of common stock held by The Luddy Family 2011 Dynasty Trust, of which the Reporting Person may be deemed to have voting or dispositive power. |
Attention: | Intentional
misstatements or omissions of fact constitute Federal criminal violations (See
18 U.S.C. 1001) |